Cartoon Multiverse
by Music Meister
Summary: Characters from Western Animation come to one of the biggest tournaments Who will come out on top? Avatar the Last Airbender, Young Justice, Ironman Armored Adventure, Joe Renagades, Kaijudo Rise of the Duel Masters, Danny Phantom, Kim Possible, Kung Fu Panda Legends of Awesomeness, Ben 10, Generator Rex, Jackie Chan Adventures, TMNT, and much Is it too much, NO!
1. Chapter 1

**Welcome everyone, I know it has been a while since I posted a fic (even longer since I've done a good one) but I am back to give you this super crossover. A tournament of Western Animation characters, we will get to who exactly later. By the way this fic is not a solo effort so a special mention to ****Jcogginsa****.**

It was a bright and sunny day at Bellwood and since there hadn't been a major alien attack or world endangering moment, Ben, Rook, Gwen, Kevin and good ol' Grandpa Max decided to have a picnic.  
"It must be nice" Gwen said, "I mean to just have a nice break after saving the world. College isn't as forgiving."  
Ben chuckled, "I guess most people are afraid to mess with Ben 10, I mean who can blame them, I am awesome!"  
Kevin got Ben into a headlock, "Don't forget, we had just as much to do with saving the world as you."  
"But you weren't as awesome as me" Ben said getting out of the headlock. Ben then sniffed and made an "ew" face. "You better have brought a big appetite because I'm making Earthworm Gumbo" Max said at the grill  
All but Rook made a disgust face.  
"I could really use an excuse to leave" Ben whispered.  
Just then a portal opened up and a small figure came walking out. Ben blinked in surprise, "Not what I expected but I guess it will do."  
A small purple bird man, the size of Ben's leg, came to the group.  
"Greetings" he said  
Everyone was a bit taken back by their new guest but it was Ben who spoke, "Uhh, Are you going to...attack us?"  
The bird man chuckled, "Oh I am Barga and I come from another world"  
"Obviously" Gwen said, "We've dealt with aliens before"  
"I beg my pardon I mean I come from another universe, a different dimension" Barga said, "And I've come for you Ben Tennyson"  
Ben crossed his arms and chuckled, "Your dimension is in trouble and you need a strong hero to save you."  
Barga shook his head, "Also My world is fine, couldn't be better. I came for you, all of you really, to give you this."  
He pulls out an envelope and hands it to Ben.  
Ben picks it up and opens it, "You and any number of guests are invited to a Universal Tournament of the Ages. What?"  
Barga nodded, "See we have decided to go to several different dimensions to find the strongest fighters so that they can enter our little tournament so that we can find out the strongest warrior in the universes. And the winner gets...three wishes!"  
"That is...really really cool! We are so-" Ben said excitedly before being stopped by Gwen and Rook.  
Rook then said, "Ben, we don't know this guy. This could be a trap."  
"Besides" Gwen said, "It's a waste of time, we need to stay here and protect Bellwood...and I still have class so there's that as well."  
Barga cleared his throat, "The whole time you are in my world barley anytime would have passed in yours. And if it helps, it's not a trap but I'm a bird creature from another world that you never met before so...there's that."  
"Come on, he looks trusting" Ben said but saw the looks he got from Rook and Gwen, "Look, we are some of the best fighters around. Gwen's magic, Kevin's powers, Rook's skills and Prototool, and of course my Omnitrix we are a force that no one can stop. If it is a trap we can handle it."  
Kevin then chuckled, "It COULD be fun to beat up some guys from another dimension."  
Gwen sighed, "...I could use some practice with my karate."  
"I'm coming too" Max said, "Someone has to keep an eye on you. Besides, I need to work off some of " He motions his belly.  
Ben smiles, "Alright You heard them Birdo, we're in!"  
Barga smiled, "Excellent! Oh, are there any fighters that are not present that you wish to enter with you?"  
"Uhhhh...Ester" Ben said thinking of the stretchy girl that helped him not too long ago, "Might take a while to get her here but-"  
Barga snapped his fingers and the pinkish half alien girl was there with them.  
Ester looked around, "Uh...Ben what's going on?"  
Ben did a short summary of what the bird guy told them.  
Ester giggled, "Sounds fun and I'm flattered that I was the first on your mind" Ben chuckled awkwardly and slightly blushed.  
"So is that it" Barga asked which Ben answered with an excited "Yes"  
"Very well" he said and he lead the six through his portal.  
Once they went through they saw an incredibly large coliseum and a large arena in the center of it.  
"Awesome" Ben said giddily and the others seemed impressed as well.  
Barga seemed proud that they were excited then looked behind them and said, "Oh good, the rest from your dimension is here."  
"The rest" Ben asked and looked around and he yelled, "Psyphon? ATTEA?!  
"It's Princess Attea to you" the frog princess said in her New York accent and took a fighting stance.  
"Ben Tennyson" Psyphon yelled and brought energy to his hands.  
Ben readied to press his Omnitrix but Barga ran between them, "Stop stop stop! One of the rules is no fighting between contestants and that goes for those in your own world! I'd hate for any of you to leave so soon when the fights haven't happened yet!"  
Everyone calmed...uneasily.  
"What are some of the rules" Max asked as he put his hand Ben to hold him back.  
Barga cleared his throat, "As I mentioned before you cannot harm another fighter when not in the ring with said person.  
When a match is called you have 1 minute to enter the ring or you are disqualified,  
when someone is in the ring during a match, no one can interfere. This means advice as well, we are okay with some basic warnings as we understand that's a basic reaction but giving advice during or strategies is against the rules.  
You lose a match if you are out of bounds of the ring, you are knocked out for 10 seconds, give up, or die."  
"...die" Gwen asked, "Killing is allowed?!"  
"Why yes"  
Gwen grabbed Ben, "See there was something to this, we could die!"  
Psyphon chuckled, "Don't worry it's only if you lose...oh wait, you should be worried."  
"Oh don't worry, after the tournament is done we have means to revive warriors who have perished" Barga said casually which caused all of them to look at him.  
"You can...bring people back from the dead" Max asked, "Have you...done this before?"  
"Yes, we have perfected it" Barga said, "Oh look the other contestants have "  
Ben and the others looked and saw bird people like Barga come in with other people, and even creatures and ...ponies?  
"Well...this is going to be interesting to say the least" Ben said

After a few minutes of watching people, Ben spoke up "I'm going to go up high and see if I can get a better look."

Then he held out his wrist and dialed the omnitrix to Stinkfly. Gwen barely had time to say "Ben, wait-" before he slammed his hand down on the device and became...a Necrofiggian?

"Big Chill?" he asked. He shrugged "Oh well, at least he can fly." before taking off.

The area was certainly unique. There were twenty walled off sections, and from the walls sprouted stone pillers that jutted into the sky, connected at the top by a metal circle with strange vents on the inner side. Ben could also see unlit lights in between the vents.

"Weird." He commented to himself. Suddenly, he a whoosh of air as someone landed behind him.

Then a familiar voice said to him "You're one to talk dude."

Ben turned, confirming what he already knew. A Hispanic boy, same height as him. Ben tapped the Omnitrix symbol on his chest, returning himself to his human form. Then he said happily, and a bit too loudly "Rex! Been a long time dude. Should-a known you'd be in this thing."

"You didn't expect me here? I'm heartbroken" Rex said good-naturedly, then held out his hand. Ben grabbed it, and they had a tight handshake.

"So, how ya been?" Ben asked, eager to learn how his friend from another world was doing

"Oh you know, same old same old. Being awesome, kicking butt, and schooling the baddies. Shut down most of the Nanites, so there's less Evos." Rex answered, clearly proud of himself. "How about you?"

"I'm good. Lost the Ultimatrix, which was a bummer. But I got a brand new Omnitrix, so it ain't too bad. Gwen went to college so I haven't seen much of her and Kevin. But I got an actual partner now. His name's Rook, he's a bit weird but he's got this awesome Prototool, and he-"

Ben was interrupted when a young voice spoke up. "Excuse me, do you two know each other?"

Ben and Rex turned to see a young kid, who couldn't be more than twelve or thirteen years old. He was wearing strange robes that reminded them of monks, and carried a strange stick. His most notable feature was his head, which was not only bald but also sported a blue arrow tattoo.

It was Rex who answered him. "Yeah, Ben here got lost-" Rex winced when Ben playfully hit him in the arm, and continued "-and wound up in my world. We ended up teaming up to fight this nanite alien monster thingy. Name's Rex by the way."

"Nice to meet you to, i'm Aang. I'm the Avatar."

They both stared at him, and he realized that they didn't know what an Avatar was. There planets must have been really weird

"It means I can bend all 4 elements." he said, trying to explain.

They had the same look on their face.

"You don't know what bending is, do you?" Aang said

They shook their heads.

Their worlds really were weird.

"Twilight, you gotta remain calm. Not even Pinkie Pie's this jittery." Said Applejack in her patented Tennessee drawl. She was a pony. That was the first thing the other competitors would notice about her, and all her friends. Her coat was orange, and her hair was blond. The hair was also done up in a ponytail, which actually identical to her real ponytail.

Her friend Twilight was also a pony, specifically a purple coated alicorn. "I can't help it. Alternate worlds bring so many possibilities for study and research. It's all so exciting."

"Only you would be excited about studying Twi." Said another of the ponies, a blue coated pegasus named Rainbow Dash. True to her name, she had a rainbow mane and was quite fast.

Meanwhile, in another section of the arena a certain magic user was trying very hard to ignore the fact that a pony sounded so much like her.

In the air, there was a puff of smoke. Everyone looked up and saw a commentator's box floating in mid air, though not all of them recognized it as such. A voice was broadcast throughout the arena, which unnoticed to the competitors had become filled with spectators.

"Welcome everyone to the Grand Multiversal Tournament" said a relatively normal sounding voice. "My name is Mage-"

At that, a second, gruffer sounding voice interrupted "And I'm Shotgun! We're the hosts, commentators, and referees for this thing. So basically, we decide who lives and who dies!"

"Forgive my partner, he's a bit over excited. But I digress, it's time for the first step of the game: Summoning the tournament ring!"

Suddenly, gobs of strange white gunk emerged from vents around the circle, and the lights came on. The gunk formed into a large sphere hundreds of feet in diameter, floating in the air.

"This is our trademark morphic ring! It can take any shape, and is designed so that anyone who controls the earth can use this stuff just as well!" Mage said.

"Plus, it has its own gravity, so unless you jump really high you ain't falling off." Shotgun said exuberantly.

"Yes, quite" Mage said.

"Okay, this ring is cool." Said Ben. Rex and Aang nodded.

"And now, decided by random lot, it's time for the first match!" Shotgun said.

"And the match is..." Mage said, complete with drumroll

"Black Manta II vs. Toxzon!" Both announced.

**Alright, hope you enjoyed this. Now I have to mention the elephant in the room, meet Lloyd the Elephant**

**Lloyd: Hello!**

**Also, yes the plot to this is basically the same plot to Dragonball Multiverse, it's a good idea and making a crossover means it isn't a complete ripoff…right?**

**Anyway, see ya next time for an actual fight!**

**(Don't Mage and Shotgun seem kinda familur?)**


	2. The Fights Begin!

**Welcome to the second part of Cartoon Multiverse! Since the summary couldn't hold all of the shows that are in this series I figured I'd list them this time:**

**Avatar the last Airbender**

**Xiaolin Showdown**

**Young Justice**

**Iron Man Armored Adventures**

**G.I. Joe Renegades**

**Kaijudo Rise of the Duel Masters**

**Danny Phantom**

**Kim Possible**

**Kung Fu Panda Legends of Awesomeness**

**Adventure Time**

**Ben 10 (Omniverse)**

**Generator Rex**

**Jackie Chan Adventures**

**Teenage Mutant Ninja Turtles (2012)**

**Thundercats (2011)**

**Max Steel (2013)**

**Teen Titans**

**My Little Pony Friendship is Magic**

**Samurai Jack**

**X-men Evolution**

**The fighters from each universe will be a surprise. Spoilers for several of these shows will be present. In addition, there will be characters from other shows in the audience.**

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A large metal figure with two tanks of green sewage on his shoulders was going up to the fighting area on the hover platforms and across was a 19 year old in a black metal suit, his face was exposed.

Toxzon chuckled, "He seems mad." A fish with a top hat that lived in Toxzon's upper tank, named Fishie, replied in his deep voice, "Don't underestimate him."

"They grow them young these days, he's at least 18." Toxzon said.

"That could be an advantage for him." Fishie said.

"Really?" Toxzon said, curiously

"Could be." Fishie replied

However Fishie's dialog was only in Toxzon's head and all Kaldur heard was Toxzon talk to himself. This caused Kaldur to roll his eyes _'I can tell he's not right in the head. I think it'd be best if I won this one'_.

"I think he just rolled his eyes at you" Fishie said

"What!?" Toxzon yelled, ouraged. He raised his hands and fired a concentrated torrent of Toxic sewage. Unfortunately for him, Kaldur calmly sidestepped the sewage without much dificulty. '_I shouldn't have left behind my helmet_' He thought, before raising his arm and shooting a missile at Toxzon but the insane mutant formed a wave of sewage with his arms and surfed away.

"You cannot defeat Toxzon with such pathetic tactics!" he boasted. Kaldur, stoic as he ever was, calmly looked at the approaching wave of sewage. He then fired a missle into it from his arm, igniting the Sewage. Toxzon went flying and slammed against the ground. "I can't believe he did that...Fishie?" Toxzon saw his tank had broken on impact and a dead goldfish (obviously dead way before the fight even began) had fallen out.

"FISHIE!" Toxzon yelled going to his knees and yelling to the skies

Kaldur took the opportunity to run up and smash him in the face with his waterbearers, sending Toxzon sliding from the impact. However, since his face was metal he was not knocked out. "You will pay for what you did" Toxzon said as claws came out of his wrists and he ran forward.

Kaldur turned his Waterbearers into Whips and wrapped them around Toxzon's wrists, before swinging him around. Toxzon was sent flying over the small horizon of the spheroid ring. However, Kaldur could see that the ring's personal gravity was drawing Toxzon back down, so he raised his arm and fired another missile. The explosion both knocked him out and launched him outside the ring's gravity, sending him falling several hundred feet to the ground

Kaldur waited patiently until he heard Mage announce "Black Manta II wins by ringout!"

Then he head Shotgun call out "Somebody get that guy a medic! It's the least he deserves after Asshole Manta killed his precious fish."

"Uh, Shotgun, I think the fish was alre-" Mage began, but Shotgun shouted him down.

"I don't care! He's a fish murderer!"

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After seeing Toxzon be moved off, Grandpa Max said, "Think I'm gonna talk to the people where that Toxic guy is from."

Kevin looked at Max, "Why?"

"To understand their psychology, maybe figure out some of their strategies" Rook said thinking about it from a strategy point of few.

But Max chuckled, "No, just want to be neighborly. Maybe understand that sewage guy a little more."

Rook nodded and walked off in the opposite direction.

"Rook" Gwen asked, "Where are you going?"

"Well if Magister Tennyson is going to talk to our neighboring fighters I shall do the same with the others" Rook answered.

"Alright" Gwen said, then she looked up at Ben, Rex and Aang, "He's still up there…"

Max walked toward the area where he saw the sewage villain come from. There he saw someone, he seemed short like he was Ben's age but he wore armor that was silver and blue and his face was covered so it was hard to tell, there was a scary looking guy with purple crystals coming out his arm and some from the bottom of his jaw, and man in a suit, and a gruff looking guy that looked like he was from a military.

Max walked up to the military looking guy, "Hello there."

The man looked at Max and thought, "_Seems like a nice old guy_."

"Hello" Forge said, "Name's Forge, how can I help you?"

"Well I saw that Toxic guy from here and was curious about him" Max said, "Oh and I'm Max Tennyson."

Max extended his hand and Forge met it with a handshake.

"Well first off his name is Toxzon" Forge said, "And he's a wild one, despite what you saw he can be very dangerous. He isn't Dredd bad but he's not to be toyed with."

Max nodded, "Which one of those guys is this Dredd fellow?"

"Odd enough, he isn't here" Forge said, "Couldn't tell you why, this seems like something he would join."

"And this Dredd guy, is he really that bad" Max asked.

"Oh he's the worst of the worst" Forge said, "Most of the bad stuff that happens to us can normally be linked to him by some way or another."

Meanwhile Rook went to the area where the Black Mantis II guy was seen coming from. There he saw a bunch of different costumed teens but he was heading toward the seemingly oldest of them. He wore black and blue and a domino mask.

Rook waved to him, "Hello there, I hope you will not mind if I spoke with you?"

The guy looked at Rook, "Sure." he said, casual and friendly.

"I am Rook Blanco" Rook greeted. He put out his hand, his research on human interaction would pay off here. "But you may call me Rook."

"Call me Nightwing" he said and shook Rook's hand, "What's on your mind?"

"My scalp." Rook said, not understanding the phrase

"I mean what do you want to talk about." Night said, chuckling. This Rook reminded him of M'gaan, back when she'd first joined the team.

"Your compatriot Black Manta has some impressive skills" Rook said, "Does he-."

"Kaldur's not exactly a friendly." Nightwing interrupted, "Not any more at least."

"I am sorry" Rook said, apologetic for misunderstanding their relationship.

"It's not a problem" Nightwing said with a smile. But on the inside, he thought to himself_ 'I hate to bash Kaldur like this, but I have to maintain his cover._'

"If he is a villain, perhaps I can help you in his apprehension."

"Thanks, but he's a personal issue."

_'Hmmm, if these creatures are willing to recruit villains for this tournament, the question becomes-'_ Rook thought.

_'Why isn't this Dredd guy here? He sounds tough, and these guys don't exactly have any qualms about taking evil challengers_' thought Max Tennyson, '_but the bigger question is…_'

_'Why is Vilgax not here_?' they both thought.

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"Next match is…Zuko vs Tuck" Mage called out.

Zuko calmly looked at his opponent, a young boy with a voice oddly similar to his own.

"I hope to have an honorable match." Zuko said, bowing to him respectfully.

"Uh, me too." Tuck said, returning the bow. Then he straightened up, and transformed into a white skinned, red eyed creature resembling a mummy. Zuko took a step back in surprise, and Tuck laughed. "Yeah, it's pretty gruesome. I used to look like this all the time til Rex cured me. But after that, I couldn't stand sitting the action out, so he hooked me up with a transformation."

"Feeling helpless? I can understand that." Zuko said as he drew his dual blades. '_I'll keep my firebending a secret as long as I can, it'll be a good advantage in later rounds._'

Tuck ran towards Zuko, who responded with a swing of his swords. He didn't intend to kill Tuck, but he knew he was skilled enough to avoid mortal wounds. Besides, if for some reason the magical technology of this world couldn't heal cuts, convincing Katara to do so wouldn't be a major issue. Of course, all of that didn't mean much when Tuck was able to acrobatically leap through the area between his swords, and kick him in the face. '_This may be more difficult than I anticipated._' Zuko thought as he stepped back in pain, and Tuck pushed the offensive.

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"My my, this is certainly a ripsnorter!" Pops giggled in his usual falsetto. None of the park crew were in the tournament themselves, they merely watched from the audience section.

"You said it Pops." Rigby, before stealing a handful of Mordecai's popcorn.

"Quit it dude!" Mordecai said as he jerked his bag a popcorn away from his raccoon friend.

"Come on Mordecai, I'll buy you a new bag after the match." Rigby said, pleading.

"With what money?" Mordecai asked.

"It's not a problem, I put a bet on the match, when that Zuko kid wins I'll hit paydirt!" Rigby said excitedly.

"Pshaw. There's no way he'll win. He's just got some swords, the other guy has super powers!" Mordecai said.

"Zuko's got that wicked scar on his face, he's seen action! Back me up Skips."

Skips, an albino Yeti, shrugged his shoulders. "To be honest they both rub me the wrong way. I don't care who wins."

"What about you Benson?" Rigby said, turning to his boss who was a gumball machine.

"Well I think-" he began, but was cut off when a lanky yellow creature jumped on his back and began gnawing on his head.

"Ahh!" Benson shouted, having been knocked forward by the creature. The momentum made him fall down the Audience bleachers, the creature still attached to him.

the others from the park turned as they heard someone shout "Cheese get back here!" and saw a red haired girl in a green jacket run down the steps, after them. After they passed, they went back to watching the fight...until Rigby said

"So can I have some popcorn?"

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Watching Zuko attack Tuck, Leonardo and his turtle brothers watched. No one spoke until Leo.

"Wonder how that Zuko guy will get out of this" Leo asked.

Raph laughed, "By the medics. He ain't beating mister mummy."

"Dude, Mister Mummy is a totally lame name" Mikey said who was playing his game.

"This Zuko guy obviously has training and experience" Leo told Raph.

"And he ain't hitting this guy at all" Raph yelled.

"Actually he just did" Donny said, "And again, oh and again. And, wow this guy really turned this around."

"Whatever, that's just luck" Raph said.

"Skill" Leo smirked.

"Luck!"

"Skill!"

"Dudes" Mikey said since he was done with his game, "I saw this movie with a mummy and he didn't stop until-"

"Stay out of this Mikey" Raph said.

"Dude I was agreeing with you" Mikey yelled.

"Oh...then by all means continue."

However it was Donny's turn to talk, "I have to side with Leo on this. I mean we take down Dogpound even though he's stronger brute strength wise."

"That's different" Raph said.

"How is it different" Leo asks.

"Dogpound isn't an ancient mummy with mystical powers" Mikey said, "At least I don't think so...hmmmmm."

"Mikey you do know that he's not an actual mummy right" Donny asked, "We saw him change from a person. A non-Pharaoh person."

"That's what he wants you to think" Mikey said.

"That doesn't make any sense" Donny said.

"You don't make any sense" Mikey yelled.

"Congrats Raph, this is on your side" Leo said.

"Hey" Mikey said offended.

"Despite Mikey's stupidity" Raph said which caused Mieky to go "Hey" again, "I'm still right."

Then all four brothers started arguing and talking at once.

"Enough" Splinter said, "because of your arguing you missed the match."

The brothers looked and saw Tuck and Zuko shake hands.

"Who won" Raph asked.

"Zuko" Splinter said.

"Ha, told you" Leo said excitedly.

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"Next up…Ben Tennyson vs. Starfire!"

Upon hearing his name announced, Ben made his way to the hover platform that was supposed to take him to the ring. On the other side of the ring, he could see his opponent, Starfire, flying there under her own power. Once both were in the ring, Ben chuckled. "You know we don't have to fight, I mean I'm kinda a big deal. Ben 10, wielder of the Omnitrix, real deal super hero. Heard of me?"

Down in the competitor's box, Ester asked, "Is he flirting?"

Gwen sighed and answered, "Sadly no…he's just that full of himself."

"No. On my world I am also the superhero" said Starfire, giggling happily. She didn't notice Ben's disappointed expression

"Oh...well I'm part of a team of heroes" Ben said, trying to save face.

"Really? I am as well" Starfire said excitedly, happy to meet another member of a Super team.

"Well I fought aliens trying to take over the world" Ben said feeling his rep was being messed with.

"Me too!" Starfire said, happy to hear even more similarities between them.

"I fought robots! Big robots and-and...evil magic people and stuff!" Ben said, now shouting.

So did I!" Starfire said happily, again missing Ben's anger

"I have the Omnitrix" Ben said, "It allows me to change into any alien I want!"

"That sounds most wonderful" Starfire said, intrigued

"Yeah let's how you handle" Ben looked through his aliens, she seemed nice so maybe nothing too bad, "Upchuck!" However, Ben instead changed into a strange bat humanoid figure with eyes all over his body except where one would expect to find eyes. "Eye Guy? I guess he works but this can't happen in front of these people" Ben said in his new form which had a much deeper and gruffer voice. Starfire clapped at the site, amazed by the transformation.

"Yeah I got a lot of different guys in here" he said pointing to the Omnitrix on his belt now, "We should probably fight now, the match started a while ago."

"Okay, I shall begin the fighting now!" Starfire said, as her eyes began to glow and she put an eager expression on her face. She then rocketed forward with surprising speed, punching Ben directly in the face. Ben was sent flying, and broke through the gravity of the ring easily.

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The Saturdays were watching Ben fight the orange girl. "Aw man, Ben gets to be in the tournament, why can't we? We're from the same universe" Zak said slightly whining.

However Zak's father, Doc, shook his head, I told you, we're on our family vacation and we are not celebrating it by fighting in a tournament."

"Besides" Zak's mother said, "You still haven't recovered your full strength after Argost drained you."

"Doyle would let me join" Zak pouted.

"And that's why he isn't sitting with us." Doc retorted

"And why can't I sit with him, the guy next to him is a giant robot that transforms into a car!"

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Meanwhile, in his own universe's box, Kaldur watched the match with interest, doing his best to ignore the glares of the team. '_Her Strength is impressive. She was able to send him flying out of the ring with one punch, albeit one that was aided by her charge. I really should have brought my helmet_'

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"Oh man, oh man, oh man, oh man!" Eye Guy shouted as he began to fall out towards a certain ring out. At the last second, he combined all the eyes on his body into one big eye, and fired a massive laser on the ground, propelling him back up onto the ring. Luckily, there was no immediate response from Starfire, as Ben was now on the bottom side of the ring while she was still on the top. However, Ben knew he wouldn't have long. True enough, within a few minutes Starfire flew to the bottom of the ring to look for Ben. Ben had caught a lucky break though, since Starfire was flying outside the ring's gravity, meaning she was facing away from Ben. He took advantage, and fired his huge eye blast, striking Starfire in the back. As she fell to the ground, the audience began to boo him for his sneak attack, including a voice from her universe's box that vaguely reminded Ben of Kevin. However, the boos turned to cheers when Starfire recovered just before she would have been rung out and flew back up towards Ben, looking stern. "That was most rude!" She shouted.

"Crap, need new alien!" Ben shouted as he slapped the Omnitrix symbol on his chest. "Please be someone who can fly!" he shouted as he began to change, turning into an odd red creature who, as it turned out, could indeed fly. "Jetr-" he began to shout, but was cut off by a punch to the face. He reeled back, but when Starfire made to throw another, he fired his eyebeams at her. Reacting quickly, she fired her own eyebeams, and the two canceled out. Ben quickly turned and flew away, trying to lead Starfire back up top so he wouldn't be confused by the ring's gravity. However, to his surprise Starfire didn't pursue him, but instead flew around the other way to land a right hook on Ben when he reached the top. The hook sent Ben tumbling to the ground.

After he landed he rubbed his head, "Whoa, maybe I should have went with Fourarms. Or even Heatblast." Ben then fired green beams from his eyes, but Starfire detonated them prematurely with a pair of Starbolts. "Looks like this needs real fire power." Ben said as he fiddled with the Omntrix on his chest and changed into a black alien with green on its belly that went to his shoulders and had sparkplugs on the end of its fingers, tail, and antennas. "Yeah, Feedback. He's perfect" the now retransformed teen said.

"That alien does not appear very strong. Should you not do the giving up?" Starfire commented concernedly as she floated.

"Thanks for the advice but you'll be more impressed when I kick your butt" he said, before firing a stream of electricity out of his fingers. Starfire wasn't expecting that, and received a nasty shock. Ben ran forward and tried to get a close range blast but unfortunately, since Ben had no super speed, Starfire had plenty of time to react, and retaliated with a point blank starbolt. Ben went flying, saying, "That probably wasn't a good idea." He got up and once again fired electricity at the girl. This time, Starfire was prepared and was able to dodge. Ben then used his antenna plugs along with the one on his tail and fingers to fire thin arcs of electricity at her. Starfire tried her best to dodge all the attacks, but one struck her leg causing it to go numb. This gave Ben an opening to fire everything at Starfire. Unfortunately right before it hit, the Omnitrix timed out, dissipating the attack and reverting Ben to human form.

"Not now" Ben yelled at the watch on his wrist. Starfire responded by firing a weak starbolt at him. "Wait, can I call time out. Can you not attack for a couple minutes?" Ben yelled while dodging and running away. "Come on you stupid thing, work with me!"

"I'm sorry, but I must follow the rules" Starfire said, giving chase.

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"Still want to fight in the tournament?" Doc Saturday asked his son.

"Yeah…that chick is hot!"

Doc rolled his eyes.

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Rex and Aang were chilling out as they watched Ben fight Starfire.

"Your friend is funny" Aang chuckled.

"His watch can be funky at times. Totally unreliable, unlike these guns" Rex said, flexing his biceps.

"That's what you call them? On my world, they're called arms." Aang replied

Then the two heard a whoosh sound. They turned to see a blue and silver armored guy flying where they were sitting. He seemed to have wings attached to his back.

"Got room for one more up here" he asked, his tone friendly.

"Plenty" Rex said, "Name's Rex."

"I'm Aang" the young monk said.

"Max" Max said and landed near them. Once he landed his form changed, he still wore his blue and silver armor but lacked the wings he had.

Then Max's chest said, "Um excuse me." "Oh and this is Steel" Max said pointing to his chest.

Aang and Rex looked at each other. "Did his chest talk" Aang asked.

Then a little robot popped out of Max which surprised Rex but totally shocked Aang

"No, what you heard was me. I'm much more impressive than a chest, especially his." Steel said, gesturing to Max.

"Hey!" Max said, indignant. "My chest is plenty impressive."

"Please, you don't even have chest hairs" Steel retorted.

Rex began to laugh "Man, you guys are funnier than Ben."

"What's your world like?" Aang asked.

"Pretty sweet, all things considered. I'm a superhero."

"Really? What do you call yourself" Rex asked.

"Max Steel!" Max said, combining with Steel again and doing his signature pose.

"Man, you and Ben both have those cool Superhero names, and Aang has the whole chosen one thing going on. I gotta talk about getting my own superhero name." Rex complained.

"What are your powers?" Max asked.

"I can generate these wicked cool machines. They're awesome."

"How about Generator Rex?" Said a new voice. They all turned to see a red and gold robot floating near them. "Sup, the name is Iron-Man." he said, introducing himself.

"Hmm...That sounds kinda cool. Generator Rex, I like it!" Rex said.

Ironman looked at Max and Steel.' _This guy has some sort of odd energy around him' _he thought looking at the readings from his sensors.

"Cool armor" Ironman said, "You make it yourself?"

"No" Max said.

"Yes" Steel said.

"It's a long story" Max said, "Let's just say it helps with my turbo energy."

"Turbo energy?" Ironman asked. He saw the other two were just as confused.

"Turbo energy is something my dad made" Max said, "My body has a lot of it, Steel helps me control and contain it."

"Yeah you can say without me, Max here is pretty useless" Steel said crossing his arms.

"Please, like your anything without me" Max huffed but Steel just mimicked Max in a mocking way. "Why you" Max yelled and tried to grab Steel but he almost fell of the edge. Ironman tried to grab him but Rex and Aang got him.

"Well I hope I get a chance to scan your armor" Ironman said, "Maybe I can-."

"No, no, no" Steel said getting close to Ironman's faceplate, "It's top secret, hush hush stuff. Can't let you do that."

"Where are you from, SHIELD" Ironman asked but he saw confused expressions, "They're a...never mind. Say...I don't suppose we met before?"

Max scratched his head, "I don't think so...us being from a separate universe and all."

"True, you for some reason sound familiar" Ironman said, "...does the name Hawkeye mean anything to you?"

"Should it?"

"No...forget I mentioned it."

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Finally the Omnitrix dinged signaling it was ready and Ben slammed on it not even looking at the icons. Suddenly where the teenager was stood a large diamond covered creature with a green and black chest piece with black pants. "Let's see how you handle Diamondhead" said Ben in a deep voice. Starfire closed the distance and punched Diamondhead in the face, however even though Diamondhead felt some pain and received some hairline cracks, the Titan felt just as much in her hand. He then punched her in the face. Starfire was sent rolling back, but quickly got to her feet and fired Starbolts at Ben. Ben summoned a medium sized pillar of diamond to block the blasts. Starfire tried to fly around it and blast him with her eye beams. Ben didn't expect that and got hit by the beams. Starfire followed it up with a flying shoulder tackle. Ben formed his arms into Sharp points and tried to drive Starfire out of close range. Starfire received a cut on the cheek, but instead of moving back, Starfire grabbed Ben by his arms and tossed Ben into the air.

"Woah!" Ben yelled

Starfire then flew up to him, fist outstretched but Ben struck the Omnitrix on his chest and transformed into a strange white and black creature. "Meet Cannonbolt!" he yelled as he rolled up into a yellow ball and fell towards Starfire, who tried to blast him back up with Starbolts, but they exploded harmlessly on his armored hide. Ben struck Starfire at full speed, slamming her down onto the ring underneath him.

The ball bounced away and unrolled, waiting to see what Starfire would do. However, after ten seconds she had not moved, so Mage announced.

"The winner is Ben 10!"

"Aw yeah, who's bad?" Ben said as he thrusted in victory...Only for the crowd promptly start booing him again.


End file.
